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NOTICE CONCERNING ANNUAL ACCOUNTS FOR 2003

JAAKKO PÖYRY GROUP OYJ Stock Exchange Notice
February 10, 2004 at 8.30 a.m. 1(21)
NOTICE CONCERNING ANNUAL ACCOUNTS FOR 2003
Earnings per share increased by 100 per cent during the year under
review and were EUR 1.80. The return on investment exceeded the set
strategic target and was 27.7 per cent. The group's balance sheet is
healthy and its net debt/equity ratio (gearing) was -40.7 per cent. The
order stock increased and was EUR 335.7 million. The Board of Directors
proposes to the Annual General Meeting that a dividend of EUR 1.00 and
an additional dividend of EUR 0.50 per share be paid.
Consolidated Earnings and Balance Sheet
The recession in the world economy, which began in 2001, continued
during 2003. The recession had an impact on the Jaakko Pöyry Group's
clients and their investment activity. Totalling 411.6 million,
consolidated net sales were at the previous year's level (407.0
million). Consolidated earnings increased clearly during the financial
year owing to the strengthening of the Group's market position and
actions to streamline the cost structure during the period 2001-2003.
Profit before extraordinary items was EUR 35.8 (18.1) million, including
a gain of EUR 11.0 million from the sale of Jaakko Pöyry Group Oyj's
headquarter property. Earnings per share were EUR 1.80 (0.90).
The target for the Group's return on investment is 20 per cent; in 2003
the return on investment was 27.7 (14.5) per cent.
The consolidated balance sheet is healthy. The equity ratio improved to
52.3 (51.0) per cent. The net debt/equity ratio (gearing) was -40.7
(-5.6) per cent.
Prospects
The general market situation and economic growth are recovering.
Economic growth is expected to strengthen during 2004. The Jaakko Pöyry
Group's order stock, balance sheet structure and market position
improved during 2003. Consolidated net sales will increase clearly
during 2004. Profit before extraordinary items is estimated to improve
in 2004, if the capital gain of EUR 11 million from the sale of the head
office property in 2003 is disregarded in the comparison.
The auditor's report is dated February 9, 2004.
Dividend
The Board of Directors proposes to the Annual General Meeting on March
3, 2004 that a dividend of EUR 1.00 (0.60) per share be paid for the
year 2003. The dividend will be payable on March 15, 2004. Due to the
Group's good liquidity the Board proposes that an additional dividend of
EUR 0.50 per share be paid. This additional dividend will be payable on
November 30, 2004.
Annual General Meeting
Jaakko Pöyry Group Oyj's Annual General Meeting of Shareholders will be
held on March 3, 2004 at the Pöyry House, Vantaa, Finland. A complete
invitation to the Annual General Meeting will be published as a separate
notice on February 10, 2004 at 9.00 a.m. Finnish time.
2(21)
Enclosures
Board of Directors' report for the year ended December 31, 2003
Consolidated statement of income and balance sheet, statement of changes
in financial position and contingent liabilities
Key figures for the Group
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen Teuvo Salminen
President and CEO Deputy to President and CEO
Additional information by:
Erkki Pehu-Lehtonen, President and CEO, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 2999, +358 400 468 084
Teuvo Salminen, Deputy to President and CEO, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 2872, +358 400 420 285
Satu Perälampi, Investor Relations Manager, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 3002, +358 40 526 3388
www.poyry.com
DISTRIBUTION:
Helsinki Exchanges
Major media
3(21)
JAAKKO PÖYRY GROUP
BOARD OF DIRECTORS' REPORT January 1 - December 31, 2003
Consolidated Earnings and Balance Sheet
The recession in the world economy, which began in 2001, continued
during 2003. However, in autumn 2003 signs of economic recovery were
discernible, especially in North America. As the greatest political
uncertainties have been removed, and with economic indicators
strengthening, economic growth is expected to return to normal during
2004.
The recession had an impact on the Jaakko Pöyry Group's clients and
their investment activity. Totalling 411.6 million, consolidated net
sales were at the previous year's level (407.0 million). Consolidated
earnings increased clearly during the financial year owing to the
strengthening of the Group's market position and actions to streamline
the cost structure during the period 2001-2003.
Profit before extraordinary items was EUR 35.8 (18.1) million, including
a gain of EUR 11.0 million from the sale of Jaakko Pöyry Group Oyj's
headquarter property. The profit for the year was EUR 24.7 (12.3)
million and earnings per share EUR 1.80 (0.90). The return on investment
was 27.7 (14.5) per cent.
The consolidated balance sheet is healthy. Actions were continued during
the financial year to improve the balance sheet, including the
divestment of Group properties. The equity ratio improved to 52.3 (51.0)
per cent. The Group's liquidity remained good during the financial year.
At the end of the year, the Group's cash in hand and at banks amounted
to EUR 63.1 (26.0) million. Interest-bearing debts totalled EUR 13.4
(19.9) million. The net debt/equity ratio (gearing) was -40.7 (-5.6) per
cent.
Business Groups
The parent company of the Jaakko Pöyry Group is Jaakko Pöyry Group Oyj.
The Group's parent company is responsible for developing the Group's
strategy, financing, exploiting synergistic benefits and generally co-
ordinating the Group's operations. The parent company has charged
service fees for general administration and parent company costs to the
business groups. The relative share charged is derived from the business
groups' payroll costs.
The Jaakko Pöyry Group's operations are conducted through three business
groups: Forest Industry, Energy, and Infrastructure & Environment. The
business groups are globally responsible for their operations.
The Jaakko Pöyry Group reshaped its organisational structure in the
spring of 2003 by integrating the forest industry consulting and
engineering businesses into a single forest industry business group.
After this change, the Jaakko Pöyry Group consists of three business
groups. Each business group offers a full range of consulting,
investment planning and implementation, maintenance planning and
operations improvement services to its clients, covering the entire
lifecycle of their business. The new organisation is also designed to
eliminate overlapping operations and to improve the efficiency of
business operations.
4(21)
Forest Industry
The Forest Industry business group, operating under the brand name
Jaakko Pöyry, is a global market leader in its sector. The business
group provides engineering and project implementation services for pulp
and paper industry projects worldwide, maintenance engineering and other
local services to various mills, and advice on forest industry
strategies, operations and investment banking. At the end of the year,
the business group employed a total of 2126 (2163) people.
The forest industry's investment activity has been depressed for three
years now. This is due to the general economic downturn and to weak
demand for forest industry products. Although the demand for forest
industry consulting and engineering services has declined, Jaakko Pöyry
has been able to streamline its operations to this new market situation.
Demand for engineering and project implementation services has grown in
emerging markets, such as China and Brazil. The Forest Industry business
group has strengthened its global market position in recent years. The
order stock has increased to EUR 90.8 (85.2) million during the year
under review. The most important new projects were the pulp mill project
of Veracel Celulose S.A. in Brazil, the fine paper mill project of UPM-
Kymmene Oyj at Changshu in China, and the linerboard machine of
Papierfabrik Adolf Jass Schwarza GmbH in Germany.
Net sales for the financial year were EUR 176.0 (173.7) million.
Operating profit was EUR 16.1 (13.5) million, which equals 9.2 (7.8) per
cent of net sales. Taking into account the market situation, the
profitability was good.
Energy
The Energy business group, operating under the brand name Electrowatt-
Ekono, is a leading international energy consulting and engineering
firm. Its services cover the entire lifecycle of the clients' business,
from strategic consulting to project implementation, operation and
maintenance, and modernisation projects. The business group focuses on
five business areas: management consulting, hydropower, renewable
energy, power and heat, and oil and gas. At the end of the year, the
business group employed a total of 1109 (1094) people.
The market for energy-related services remained sluggish in 2003. This
was due to the overall economic weakness, low demand in the energy
sector and major restructurings in this field. However, the energy
sector is now recovering. The internationalisation of the energy sector
and the liberalisation of the energy market continue. Environmental
pressures result in greater investment needs. Traditional fields of
operations are expanding with power companies moving into the gas
sector, and the major oil and gas companies into the power sector. In
spite of the changing market conditions, Electrowatt-Ekono has been able
to strengthen its market position. The order stock remained good,
amounting to EUR 129.2 (123.8) million at the end of the year. The most
important new projects were the contracts for the Hwa-Seong combined
cycle power plant in South Korea, the Cau Ma combined cycle power plant
in Vietnam, the Siah Bishe pumped storage hydro power plant in Iran, the
ZAST waste-to-energy project in Germany and two new operation and
maintenance contracts in the Philippines. Notice to proceed for the
first A.T. Biopower biomass power plant in Thailand was also received.
Net sales for the financial year were EUR 97.6 (111.2) million.
Operating profit was EUR 4.5 (-0.7) million, which equals 4.6 (-0.7) per
cent of net sales. Earnings for the financial year improved
5(21)
significantly. Taking into account the market situation, profitability
improvement was good.
Infrastructure & Environment
The Infrastructure & Environment business group, operating under the
brand name Jaakko Pöyry Infra, is among the largest companies in its
sector in Europe. It is active in three business areas: transportation,
water and environment, and building services. In all these areas, the
business group offers consulting and engineering services, building and
project management services, operation and maintenance expertise, and
services related to technology transfer. At the end of the year, the
business group employed a total of 1495 (1342) people.
Driven by world population growth and urbanisation, the need for the
business group's services is growing. Demand for consulting and
engineering services in rail transportation has been greatest in Western
Europe and Asia. The demand has focused on bullet trains, underground
railways and light rail traffic systems. International aid in support of
water reserves and water technology is growing because of the growing
shortage of clean water. There is also a constant need for better
sanitation. In solving water and sanitation problems, a key factor is
the availability of funding. Jaakko Pöyry Infra has strengthened its
market position in its own business sector, and its net sales and number
of employees have grown. The order stock increased during the financial
year to EUR 115.7 (99.4) million. The most important projects
contributing to the increased order stock were several traffic system
projects in Western Europe and Latin America.
The Infrastructure & Environment business group continued its steady
performance. Net sales increased during the financial year to EUR 138.6
(122.7) million, and operating profit was EUR 9.0 (8.5) million, which
equals 6.5 (6.9) per cent of net sales. The profitability was good.
Other Operations
In February 2003 Nordisk Renting Oy bought Jaakko Pöyry Group Oyj's
headquarter property in Vantaa, Finland. At the same time, Jaakko Pöyry
Group Oyj and Nordisk Renting Oy signed a rental agreement for the
property extending over the next 20 years. Before the present deal, the
Jaakko Pöyry Group rented its headquarter office building from Nordea
Finance Ltd, with the option to buy back the property. Following the
deal, the entire office property, including the Jaakko Pöyry Group's
headquarter office building, the site and half of the Martinparkki Oy
car park were taken over by Nordisk Renting Oy. Jaakko Pöyry Group Oyj
has retained the option to buy back these at a later date. The deal is a
continuation of Jaakko Pöyry Group Oyj's effort to focus its financial
resources on the company's core business, consulting and engineering.
The deal improved the profit before extraordinary items by EUR 11
million for 2003.
In a deal concluded in December 2003, the Jaakko Pöyry Group sold its
real estate company in Sao Paulo, Brazil. The selling price was EUR 5.2
million. The price will be paid in stages, with the last instalment
falling due in May 2006. The sale of the property did not affect the
profit for 2003.
In a deal concluded in December 2003, the Jaakko Pöyry Group also sold
its office property in Stockholm, Sweden. The selling price of EUR 2.2
million was fully paid in 2003. The sale did not affect the profit for
2003.
6(21)
The liability arising from the pension fund of Soil and Water Ltd, a
Jaakko Pöyry Group company, was covered by an insurance policy taken out
with an external insurance company in December. This transfer of
liability reduced earnings by EUR 0.3 million and cash funds by EUR 2.1
million.
Taxation
According to its decision in August 2003, the Supreme Administrative
Court of Finland ruled that Jaakko Pöyry Group Oyj's subsidiary
Electrowatt Infra AG in Switzerland is not a controlled foreign company
as defined in the Controlled Foreign Company (CFC) tax legislation. The
decision made by the Supreme Administrative Court confirms the earlier
decision made by the Administrative Court of Helsinki. In practical
terms, the decision confirms the tax treatment of the Jaakko Pöyry Group
as reported in the Notes to the Financial Statements of 2002. The
decision is final and not subject to appeal.
Development of Group Structure
The Jaakko Pöyry Group's clients are globalising and consolidating their
operations. Through its global network of offices the Group serves its
clients as an adviser and project implementation specialist, globally
and locally. The Jaakko Pöyry Group's local network of offices offers
clients a good alternative for outsourcing their internal engineering
services. The Jaakko Pöyry Group is actively expanding its office
network. The Group also intends to expand its technology and know-how
base by acquiring technology leaders within its main business sectors.
These companies' expertise can also be efficiently marketed via the
Group's global network of offices.
The effort to focus operations increasingly on consulting and
engineering services is designed to improve the Group's profitability.
Turnkey project operations have been reduced and earnings targets for
individual turnkey projects have also been raised. Turnkey projects are
only undertaken by the Energy business group and the objective is to
keep their volume at a maximum of 30-40 per cent of Energy's net sales.
This equals about 10-15 per cent of consolidated net sales.
Acquisitions
Forest Industry
The Forest Industry business group acquired in March the business of
Redbeard Consulting B.V. Redbeard Consulting's line of business included
strategic and IT consulting services to the European paper industry. The
company employed 4 people, who have taken up new positions within the
Forest Industry business group.
The business group expanded its operations in North America by acquiring
in November the operations of the Canadian forest industry engineering
firm NLK Consultants Inc. Operations will continue in Vancouver under
the name Jaakko Pöyry NLK Inc. A total of 43 people moved permanently to
this new company. The company's primary market area is the western coast
of Canada and the United States. The business of NLK Consultants Inc. in
Montreal moved to Jaakko Pöyry ABGS Inc. in Montreal. NLK Consultants
has been one of Canada's leading engineering firms since the 1970s. Its
net sales for 2002 were about EUR 8 million.
7(21)
In response to the continued globalisation of the forest products
industry, the Forest Industry business group's local office network will
be expanded further, especially in Western Europe.
Energy
The Energy business group expanded its energy consulting operations in
June by acquiring ILEX Energy Consulting Ltd, situated in Oxford, United
Kingdom. The company's net sales for 2002 were EUR 3.7 million. With
this acquisition Electrowatt-Ekono became the leading energy management
consultant serving the European energy sector. ILEX Energy Consulting
employs 30 people.
Also in June the business group acquired an additional 30 per cent stake
in the French Beture-Environnement S.A. Following the acquisition, the
Group owns 100 per cent of the company. Beture-Environnement's net sales
for 2003 amounted to EUR 6.2 million and it employs 60 people.
Efforts to improve the efficiency of operations and streamline the cost
structure were continued by terminating the business group's Swedish
operations, by divesting a company based in Poland and by reorganising
operations in Thailand and the United Kingdom.
The business group aims to expand its local office network in Europe and
Asia. Another aim is to broaden the business group's technological
expertise, especially related to renewable energy resources and
environmental protection.
Infrastructure & Environment
JP-Terasto Oy, a member of the Infrastructure & Environment business
group, acquired HT-Rakennuttajat Oy of Turku, Finland, in June, thereby
expanding its operations in the southwestern parts of the country. The
company specialises in project and construction management services. HT-
Rakennuttajat employs 10 people.
In April the business group acquired Fintact Oy of Finland, which
specialises in soil, bedrock and groundwater studies. The company
employs 10 people.
In June the business group acquired 74 per cent of the shares in
TransTec Consult GmbH. Specialising in consulting services for light
rail traffic systems, this company is active in Germany as well as
internationally. The company's net sales for 2002 amounted to EUR 3.0
million and it employs 13 people.
The business group acquired an additional 30 per cent stake in the
French Beture Cerec S.A. in June. Following the acquisition, the Group
owns 90 per cent of the company. Beture Cerec's net sales for 2003
amounted to EUR 6.8 million and it employs 101 people.
The business group acquired an additional 50 per cent stake in EPStar Oy
from Elisa Oyj in September. Following the acquisition, Jaakko Pöyry
Group Oyj owns 80 per cent of the company, which focuses on consulting
services and network planning for the telecommunications sector. The
company's net sales for 2003 were EUR 2.2 million and it employs 22
people.
The business group aims to expand its local office network in Europe and
Asia.
8(21)
Memorandum of Understanding for Acquisition in Austria
Jaakko Pöyry Group Oyj and Verbund AG announced in early December that
they are engaged in mutual negotiations concerning the sale of the
consulting and engineering company Verbundplan GmbH, which is owned by
Verbund, to Jaakko Pöyry Group Oyj. A Memorandum of Understanding
concerning the deal was signed on December 1, 2003. The closure of the
transaction is subject to completion and approval of the due diligence
process of Verbundplan, finalisation of contractual negotiations and
approvals by the boards of directors of both parties. The objective is
to close the deal by February 28, 2004.
The parties have agreed that Jaakko Pöyry Group Oyj initially will
acquire 74.9 per cent of Verbundplan GmbH. After the deal, Verbundplan
will continue its operations as an independent company, as a part of the
Jaakko Pöyry Group.
The Verbundplan group is a leading Austrian consulting and engineering
firm. It has over 300 employees and its net sales for 2003 were about
EUR 37 million. In addition, the company has a 43 per cent stake in
AQUATIS a.s., a company operating in the Czech Republic. Verbund holds a
52 per cent stake in AQUATIS, and the intention of the Jaakko Pöyry
Group and Verbund is that this 52 per cent stake will be sold to Jaakko
Pöyry Group Oyj as well. AQUATIS has 170 employees and its net sales for
2003 were about EUR 5 million. The operations of Verbundplan and AQUATIS
were profitable in 2003.
About 50 per cent of Verbundplan's net sales is derived from the energy
sector. The main business areas in the energy sector are hydropower,
renewable energy, transmission networks and management consulting.
Twenty per cent of the company's net sales is derived from
transportation and infrastructure systems, with special expertise for
example in tunnelling, and 30 per cent from water and environment
operations. AQUATIS operates in the water and environment sector.
Austria accounts for about half of Verbundplan's net sales. The
company's main international markets are in Eastern Europe and in
countries where hydropower accounts for a notable part of energy
production.
Verbundplan complements the Jaakko Pöyry Group's geographical coverage
in the energy and infrastructure and environment sectors and expands the
Group's areas of expertise, for example in transmission networks.
Verbundplan also broadens the Group's resource base, for example in
hydropower and tunnelling. Moreover, Verbundplan opens up new
opportunities for the Group as the EU expands into Eastern Europe. After
the deal, the company can make use of the Jaakko Pöyry Group's
international network to further internationalise its operations.
Order Stock
The Group's order stock increased during the year under review. At the
end of 2003, the order stock totalled EUR 335.7 million, compared with
EUR 308.4 million at the end of 2002. The order stock of the consulting
and engineering businesses increased by EUR 17.7 million during the
year. The order stock for turnkey projects increased by EUR 9.6 million.
The growth in consulting and engineering work reflects the Group's
intention to increase the proportion of consolidated net sales generated
by these businesses, which will improve the Group's profitability.
9(21)
The share of consulting services and operation and maintenance services
of the order stock has increased. Assignments in these areas are short-
term and are partly booked under net sales without being recorded in the
order stock.
Research and Development
The Jaakko Pöyry Group's research and development co-operation committee
consists of representatives of the business groups, IT staff and the
company's management. Its main objectives are to promote internal
research and development, to assist in obtaining supplementary financing
and engaging clients in development processes, and to keep the Group's
focus on its strategic objectives.
The Jaakko Pöyry Group is engaged in hundreds of research and
development projects each year, relying on the expertise, experience and
innovativeness of the company's employees. Research and development
efforts are conducted in partnership with clients and research
institutions, often in an interdisciplinary manner, making use of
technical and technological expertise to improve the competitiveness of
the Group and its clients.
The income and expenses attributable to research and development are
part of the Group's client work and therefore cannot be defined in exact
monetary terms. The income and expenses have been taken into account in
the statement of income for the financial year.
Capital Expenditure and Depreciation
The Group's capital expenditure totalled EUR 15.4 (11.6) million, of
which EUR 9.0 (9.1) million consisted of computer software, systems and
hardware and EUR 6.4 (2.5) million was due to business acquisitions.
The depreciation for the financial year amounted to EUR 14.2 (13.3)
million, of which depreciation on consolidation goodwill was EUR 5.0
(4.5) million.
Financing
The Group's liquidity remained good during the financial year. At the
end of the year, the Group's cash in hand and at banks totalled EUR 63.1
(26.0) million and interest-bearing liabilities EUR 13.4 (19.9) million.
At the end of the year, the Group had unutilised credit facilities
amounting to EUR 27.5 million. The net debt/equity ratio (gearing) at
the end of the year was -40.7 (-5.6) per cent. The cash flow was strong
in 2003. The cash flow before financing was EUR 57.8 (12.5) million.
Share Capital and Shares
The total number of shares at the end of 2002 was 13 791 601. During the
period under review 175 300 registered new shares and 3700 unregistered
new shares were subscribed pursuant to warrants under the Bond Loan with
Warrants of 1998. Following these subscriptions, the number of
registered shares at year end totals 13 966 901 and unregistered shares
3700.
The Company's Own Shares
The Annual General Meeting on March 5, 2003 authorised the Board of
Directors to acquire and convey the company's own shares to a maximum of
689 500, however less than 5 per cent of the company's share capital.
10(21)
Shares can be acquired with funds distributable as profit. The shares
will be acquired in order to strengthen the company's capital structure
and also to be used as compensation in business acquisitions or the
acquisition of assets related to the company's business.
During the period from February 18 to June 19, 2003 the company
purchased on the Helsinki Exchanges 152 700 of its own shares, with a
total nominal value of EUR 152 700. The average purchase price was EUR
14.63 per share, with the purchases totalling EUR 2.2 million. The
highest purchase price was EUR 15.00 and the lowest EUR 14.00. The
number of purchased shares equals 1.1 per cent of the total number of
shares and voting rights. During 2002 a total of 10 000 shares were
purchased. The purchase of the company's own shares does not have any
significant effect on the distribution of ownership and voting rights in
the company. In force until March 3, 2004 the authorisation still allows
the purchase of 526 800 shares.
Authorisation to Issue New Shares
The Annual General Meeting on March 5, 2003 authorised the Board of
Directors to decide on an increase in the share capital by a new issue
and/or by taking a convertible loan and/or by issuing option rights, so
that based on the new issue, the convertible bonds and option rights,
the share capital can be increased by a maximum of EUR 1 000 000 million
by issuing for subscription a maximum of 1 000 000 million new shares
upon terms otherwise to be determined by the Board of Directors. The
authorisation is in force until March 3, 2004.
Bond Loan with Warrants
In 1998, Jaakko Pöyry Group Oyj issued a bond loan with warrants to the
Group's personnel and the parent company's Board of Directors. The
warrants carry subscription rights for a maximum of 1.3 million of the
company's shares. The subscription period began partly (390 000 shares)
on April 1, 2000, partly (390 000 shares) on April 1, 2001 and partly
(520 000 shares) on April 1, 2002. The subscription period ends for all
warrants on April 30, 2005. A total of 609 615 shares have been
subscribed based on warrants.
Dividend Policy
The dividend distributed by Jaakko Pöyry Group Oyj is dependent on the
company's earnings and investment requirements. The objective is to
increase the dividend per share from year to year, and to ensure that at
least 40 per cent, or more, of earnings are distributed each year.
Should the company need to expand its technology base by investing in
acquisitions, or to expand its office network, the dividend-to-earnings
ratio may be changed.
Board of Directors' Proposal
The Board of Directors proposes to the Annual General Meeting on March
3, 2004 that a dividend of EUR 1.00 (0.60) per share be paid for the
year 2003, totalling EUR 13.8 million. The proposed dividend corresponds
to 55.6 (66.7) per cent of the earnings per share for the financial
year. The dividend will be payable on March 15, 2004. Due to the Group's
good liquidity the Board proposes that an additional dividend of EUR
0.50 per share be paid, totalling EUR 6.9 million. This dividend
corresponds to 27.7 per cent of earnings per share. The additional
dividend will be payable on November 30, 2004.
11(21)
Board of Directors and President
Members of the Board of Directors of Jaakko Pöyry Group Oyj elected at
the Annual General Meeting on March 5, 2003 are Mr Henrik Ehrnrooth
(Chairman), Mr Heikki Lehtonen, (Vice Chairman), Mr Matti Lehti, Mr
Harri Piehl and Mr Franz Steinegger. The Board of Directors invited Dr.
Tech.h.c. Jaakko Pöyry as Emeritus Chairman.
Mr Erkki Pehu-Lehtonen, M.Sc.(Eng.) is President and CEO of Jaakko Pöyry
Group Oyj and Mr Teuvo Salminen, M.Sc. (Econ.) Deputy to the President
and CEO.
Auditors
Auditors have been KPMG Wideri Oy Ab, Authorised Public Accountants,
with Mr Sixten Nyman, Authorised Public Accountant, as responsible
auditor.
Adoption of the IAS/IFRS Standards
Jaakko Pöyry Group will report according to the International Financial
Reporting Standards (IAS/IFRS) from the beginning of 2005. The reporting
systems in the Group are adjusted to comply with the new requirements
and the Group's accounting principles are already largely close to the
IAS/IFRS standards. This applies for example to the project revenue
recognition and property rental agreements. The most significant open
issues are the deferred taxes and pension liabilities. The
interpretation of the pension liabilities is still open. The approval of
the Business Combination IAS/IFRS standard will affect the depreciation
of consolidation goodwill. The adoption of the IAS/IFRS standards is not
estimated to have a negative impact on the shareholders' equity.
Prospects
In the autumn of 2003 the world economy showed signs of recovery,
especially in North America. Economic growth is expected to strengthen
during 2004. This presumes that no new major political or other
uncertainties emerge.
In this difficult market situation, the Jaakko Pöyry Group has
strengthened its market position. The Group's order stock increased by
EUR 27.3 million during the financial year and is EUR 335.7 million. The
order stock represents a normal price level. The Group's balance sheet
and liquidity also improved during 2003.
Investment activity in the forest industry has been depressed during the
period 2001-2003. Because of the difficult market situation, even
several overdue investment projects have been postponed. As signs of
economic recovery are now discernible, preparations for investments are
likely to move ahead. New investments will primarily be made in emerging
markets, such as China and Latin America. In Europe and North America
the emphasis is on modernisations and expansions of existing facilities.
As the industry continues to outsource, demand for local services will
remain stable during 2004. Demand for forest industry consulting and
investment banking services is expected to improve slightly. The Forest
Industry business group's order stock increased during 2003. The
business group's operating profit will increase slightly in 2004
compared with 2003.
The economic recovery in East Asia, China and to some degree in Europe,
together with the expanding EU, creates good opportunities for growth in
12(21)
demand for energy-related services. This applies in particular to
renewable energy, plant refurbishments and management consulting
services. The Energy business group fully implemented its new business
area-based organisation model during 2003. The business area approach
ensures that operations are focused on the most important markets and
clients. The business group's cost structure was streamlined during 2001-
2003. Its market position has improved and its net sales will increase
during 2004. The business group's operating profit for 2004 will clearly
improve compared with 2003.
Demand prospects for the Infrastructure & Environment business group are
variable. Demand for traffic system expertise will remain good in Latin
America and Asia. In Western Europe, especially in Germany, investments
in traffic systems are declining, which will be reflected in the
business group's activities. In the water and environment sector, demand
is expected to remain unchanged. Demand for building services is still
focused on renovation building. The business group's order stock is
good, having grown by EUR 16.3 million during 2003. The operating profit
will remain stable during 2004.
The general market situation and economic growth are recovering.
Economic growth is expected to strengthen during 2004. The Jaakko Pöyry
Group's order stock, balance sheet structure and market position
improved during 2003. The Group carried out several acquisitions during
2003 and further acquisitions are foreseen in 2004. Consolidated net
sales will increase clearly during 2004. Profit before extraordinary
items is estimated to improve in 2004, if the capital gain of EUR 11
million from the sale of the head office property in 2003 is disregarded
in the comparison.
13(21)
JAAKKO PÖYRY GROUP
STATEMENT OF INCOME
EUR million 2003 2002
NET SALES 411.6 407.0
Other operating income 12.9 1.4
Share of associated
companies' results + 0.2 - 0.1
Depreciation - 14.2 - 13.3
Operating expenses - 375.1 - 376.6
OPERATING PROFIT 35.4 18.4
Proportion of net sales, % 8,6 4.5
Financial income and + 0.4 - 0.3
expenses
PROFIT BEFORE EXTRAORDINARY ITEMS 35.8 18.1
Extraordinary items 0.0 0.0
PROFIT BEFORE TAXES
AND MINORITY INTEREST 35.8 18.1
Income taxes - 10.8 - 5.7
Minority interest - 0.3 - 0.1
NET PROFIT FOR THE PERIOD 24.7 12.3
14(21)
BALANCE SHEET
EUR million 2003 2002
FIXED ASSETS
Intangible assets 4.7 5.9
Consolidation goodwill 34.3 34.0
Tangible assets 16.2 26.8
Non-current investments 9.4 12.5
Total 64.6 79.2
CURRENT ASSETS
Non-current receivables 9.7 7.1
Current receivables 133.5 139.0
Investments 19.7 6.9
Cash in hand and at banks 43.4 19.1
Total 206.3 172.1
270.9 251.3
SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Share capital 14.0 13.8
Share premium reserve 26.3 24.8
Legal reserve 18.2 18.2
Retained earnings 34.7 35.2
Net profit for the period 24.7 12.3
Total 117.9 104.3
MINORITY INTEREST 4.2 5.0
LIABILITIES*)
Non-current liabilities 18.9 23.1
Current liabilities 129.9 118.9
Total 148.8 142.0
270.9 251.3
*) Interest bearing liabilities 13.4 19.9
Non-interest bearing liabilities 135.4 122.1
15(21)
STATEMENT OF CHANGES IN FINANCIAL POSITION
EUR million 2003 2002
FROM OPERATIONS
Operating profit 35.4 18.4
Depreciation and value decrease 14.2 13.3
Gain on sale of fixed assets -11.3 -0.3
Share of associated companies' results -0.2 0.1
Change in net working capital 16.0 -3.4
Financial income and expenses 0.6 0.2
Taxes -2.8 -7.0
Total from operations 51.9 21.3
CAPITAL EXPENDITURE
Investments in shares in subsidiaries -5.8 -2.5
Investments in other shares -0.6 -0.2
Investments in fixed assets -9.0 -9.1
Sales of shares in associated 2.5 0.1
companies
Sales of other 10.4 0.4
Sales of fixed assets 8.4 2.5
Capital expenditure total 5.9 -8.8
Cash flow before financing 57.8 12.5
FINANCING
New loans 0.0 0.0
Repayments of loans -1.7 -7.7
Change in current financing -4,8 -1.5
Change in non-current investments -0,6 -0.1
Dividends -8.4 -8.6
Acquisition of own shares -2.2 -0.1
Share subscription 1.6 1.6
Translation difference -4.6 -2.6
Financing total -20.7 -19.0
Change in liquid assets 37.1 -6.5
Liquid assets January 1 26.0 32.5
Liquid assets December 31 63.1 26.0
16(21)
PROFITABILITY AND OTHER KEY FIGURES 2003 2002
Return on investment, % 27.7 14.5
Return on equity, % 21.7 11.3
Equity ratio, % 52.3 51.0
Equity/assets ratio, % 45.1 43.5
Net debt/equity ratio (gearing), % -40.7 -5.6
Current ratio 1.6 1,4
Consulting and engineering, EUR 319.3 301.6
million
EPC, EUR million 16.4 6.8
Order stock total, EUR million 335.7 308.4
Capital expenditure, operating
EUR million 9.0 9.1
Proportion of net sales, % 2.2 2.2
Capital expenditure in shares,
EUR million 6.4 2.5
Proportion of net sales, % 1.5 0.6
Personnel in group companies
on average 4697 4635
Personnel in associated companies
on average 195 195
Personnel in group companies
at year-end 4766 4632
Personnel in associated companies
at year-end 191 194
17(21)
KEY FIGURES FOR THE SHARES 2003 2002
Earnings/share, EUR 1.80 0.90
Shareholders' equity/share, EUR 8.54 7.57
Dividend, EUR million 20.7 1) 8.3
Dividend/share, EUR 1.50 1) 0.60
Dividend/earnings, % 83.3 66.7
Effective return on dividend, % 6.9 4.0
Price/earnings multiple 12.1 16.7
Issue-adjusted trading prices, EUR
Average trading price 16.86 16.43
Highest trading price 22.50 19.00
Lowest trading price 13.00 11.40
Closing price at year-end 21.80 15.00
Total market value of shares,
outstanding shares, EUR million 301.0 206.7
own shares, EUR million 3.5 0.2
Trading volume of shares
Shares, 1000 3 288 1 615
Proportion of total volume, % 23.8 11.8
Issue-adjusted number of outstanding shares, 1000
In average 13 739 13 696
At year-end 13 804 13 782
1) Board of Directors' proposal. The
proposal includes the additional
dividend of EUR 0.50.
18(21)
CONTINGENT LIABILITIES
EUR million 2003 2002
Pledged assets, mortgages
and corresponding loans total 0.0 0.0
Pledged assets and mortgages for own debts
Mortgages on company assets 0.0 0.0
Total 0.0 0.0
Other obligations
Pledged assets 0.3 2.5
Mortgages, real estate 0.0 0.0
Rent and leasing obligations 110.2 46.1
Pension obligations 0.0 0.0
Other obligations 31.7 25.1
Total 142.2 73.7
For others
Pledged assets 0.1 0.1
Mortgages, real estate 0.0 3.8
Other obligations 0.0 0.1
Total 0.1 4.0
Total
Pledged assets 0.4 2.6
Mortgages, real estate 0.0 3.8
Mortgages on company assets 0.0 0.0
Rent and leasing obligations 110.2 46.1
Pension obligations 0.0 0.0
Other obligations 31.7 25.2
19(21)
KEY FIGURES FOR THE BUSINESS GROUPS
EUR million 2003 2002
NET SALES
Forest Industry 176.0 173.7
Energy 97.6 111.2
Infrastructure & Environment 138.6 122.7
Other -0.6 -0.6
Total 411.6 407.0
OPERATING PROFIT AND PROFIT BEFORE EXTRAORDINARY ITEMS
EUR million, proportion of net sales % % %
Forest Industry 16.1 9.2 13.5 7.8
Energy 4.5 4.6 -0.7 -0.7
Infrastructure & Environment 9,0 6.5 8.5 6.9
Other 5.8 -2.9
OPERATING PROFIT TOTAL 35.4 8.6 18.4 4.5
Financial items 0.4 -0.3
PROFIT BEFORE EXTRAORDINARY ITEMS 35,8 18.1
ORDER STOCK
Forest Industry 90.8 85.2
Energy 129.2 123.8
Infrastructure & Environment 115.7 99.4
Total 335.7 308.4
Consulting and engineering 319,3 301.6
EPC 16.4 6.8
Total 335.7 308.4
NET SALES BY AREA
The Nordic countries 112.9 117.5
Europe 174.8 172.8
Asia 56.7 60.3
North America 26.1 21.5
South America 18.4 22.2
Other 22.7 12.7
Total 411.6 407.0
PERSONNEL
Forest Industry 2 126 2 163
Energy 1 109 1 094
Infrastructure & Environment 1 495 1 342
Other 36 33
Total December 31 4 766 4 632
20(21)
KEY FIGURES FOR THE BUSINESS GROUPS
EUR million 1-3/03 4-6/03 7-9/03 9-12/03
NET SALES
Forest Industry 43.2 45.3 40.8 46.7
Energy 24.3 23.8 24.2 25.3
Infrastructure & Environment 34.4 35.4 31.2 37.6
Other 0.1 -0.2 -0.5 0.0
Total 102.0 104.3 95.7 109.6
OPERATING PROFIT AND PROFIT BEFORE EXTRAORDINARY ITEMS
Forest Industry 3.7 3.8 4.0 4.6
Energy 0.8 0.7 1.3 1.7
Infrastructure & Environment 2.0 2.1 2.1 2.8
Other 9.9 -1.2 -1.3 -1.6
OPERATING PROFIT TOTAL 16.4 5.4 6.1 7.5
Financial items 0.0 -0.2 0.1 0.5
PROFIT BEFORE
EXTRAORDINARY ITEMS 16.4 5.2 6.2 8.0
ORDER STOCK
Forest Industry 101.0 91.6 91.6 90.8
Energy 122.0 114.9 107.0 129.2
Infrastructure & Environment 118.9 114.3 126.3 115.7
Total 341.9 320.8 324.9 335.7
Consulting and engineering 336.8 317.0 322.2 319.3
EPC 5.1 3.8 2.7 16.4
Total 341.9 320.8 324.9 335.7
21(21)
KEY FIGURES FOR THE BUSINESS GROUPS
EUR million 1-3/02 4-6/02 7-9/02 9-12/02
NET SALES
Forest Industry 49.7 44.8 37.6 41.6
Energy 24.1 27.8 30.9 28.4
Infrastructure & Environment 27.0 30.9 28.0 36.8
Other -0.4 0.0 -0.4 0.2
Total 100.4 103.5 96.1 107.0
OPERATING PROFIT AND PROFIT BEFORE EXTRAORDINARY ITEMS
Forest Industry 6.0 3.5 2.3 1.7
Energy -1.4 -0.5 -0.3 1.5
Infrastructure & Environment 1.8 1.8 2.3 2.6
Other -1.0 -0.1 -0.8 -1.0
OPERATING PROFIT TOTAL 5.4 4.7 3.5 4.8
Financial items -0.2 0.3 -0.4 0.0
PROFIT BEFORE EXTRAORDINARY
ITEMS 5.2 5.0 3.1 4.8
ORDER STOCK
Forest Industry 78.2 67.5 79.1 85.2
Energy 113.2 119.6 125.4 123.8
Infrastructure & Environment 96.9 93.8 97.3 99.4
Total 288.3 280.9 301.8 308.4
Consulting and engineering 270.5 266.8 292.6 301.6
EPC 17.8 14.1 9.2 6.8
Total 288.3 280.9 301.8 308.4